SecProbe.io

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 CARNIVAL CORPORATION
3655 N.W. 87 th Avenue
Miami, FL 33178

 February 25, 2026

 VIA EDGAR

 Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention: Irene Barberena

 Re: Carnival Corporation
Registration Statement on Form S-4
File No. 333-292990
Request for Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on
Form S-4 (the "Registration Statement") filed by Carnival Corporation (the "Company") with the U.S. Securities
and Exchange Commission (the "Commission") on January 27, 2026 and as amended on February 20, 2026, be accelerated
to February 27, 2026 at 4:00 p.m. Eastern Time or as soon thereafter as may be practicable.

 We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as
they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing,
please contact John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025 or Luke Jennings of Paul, Weiss,
Rifkind, Wharton & Garrison LLP at (212) 373-3591.

 *****

 Very truly yours,

 By:
 /s/ Doreen Furnari

 Name:
 Doreen Furnari

 Title:
 Company Secretary

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 Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064

 February 20, 2026

 CONFIDENTIAL

 VIA EDGAR

 Irene Barberena

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Carnival Corporation

 Amendment No. 1 to Registration Statement on Form S-4

 CIK No. 0000815097

 Irene Barberena:

 On behalf of our client, Carnival Corporation,
a Panama corporation (the " Company "), we hereby submit in electronic form Amendment No. 1 (the " Amendment ")
to the Company's Registration Statement on Form S-4 (the " Registration Statement "), together with Exhibits,
on the date hereof. The Amendment is marked to indicate changes from the Registration Statement filed with the Securities and Exchange
Commission on January 27, 2026.

 If you have any questions regarding the Registration
Statement, please do not hesitate to contact the undersigned at (212) 373-3025, Laura Turano at (212) 373-3659 or Luke Jennings at (212)
373-3591.

 Sincerely,

 /s/ John C. Kennedy

 John C. Kennedy

 cc:
 Enrique Miguez

 Carnival Corporation

 Laura C. Turano

 Luke Jennings

 Paul,
Weiss, Rifkind, Wharton & Garrison LLP

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 Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064

 January 27, 2026

 CONFIDENTIAL

 VIA EDGAR

 Irene Barberena

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Carnival Corporation
Registration Statement on Form S-4
CIK No. 0000815097

 Irene Barberena:

 On behalf of our client, Carnival Corporation,
a Panama corporation (the " Company "), we hereby submit in electronic form the Company's Registration Statement
on Form S-4 (the " Registration Statement "), together with Exhibits, on the date hereof. The Registration Statement
is marked to indicate changes from the draft registration statement on Form S-4 confidentially submitted with the Securities and
Exchange Commission on December 15, 2025.

 In accordance with the public filing guidelines
announced by the Division of Corporation Finance on March 3, 2025, the Company has publicly filed the Registration Statement and
made the nonpublic draft confidential submission available on the EDGAR system.

 If you have any questions regarding the Registration
Statement, please do not hesitate to contact the undersigned at (212) 373-3025, Laura Turano at (212) 373-3659 or Luke Jennings at (212)
373-3591.

 Sincerely,

 /s/ John C. Kennedy

 John C. Kennedy

 cc:
 Enrique Miguez
  

 Carnival Corporation

  

 Laura C. Turano

 Luke Jennings
  

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

Mail Stop 3561
March 2 3, 2017

David Bernstein
Chief Financial Officer
Carnival Corporation
Carnival PLC
3655 N. W. 87th Avenue
Miami, FL 33178

Re: Carnival Corporation
Form 10 -K for the Fiscal Year Ended November 30, 2016
Filed January 30, 2017
File No. 001-09610

Carnival PLC
Form 10 -K for the Fiscal Year Ended November 30, 2016
Filed January 30, 2017
File No. 001-15136

Dear Mr. Bernstein :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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CORRESP

 C A R N I V A L

C O R P O R A T I O N & PLC

March 16, 2017

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Re:
Carnival Corporation and Carnival plc (“our”, “we” or the “Company”)

Form 10-K for the Year Ended November 30, 2016

Filed January 30, 2017

 File
Nos. 001-09610 and 001-15136

 Dear Ms. Raminpour:

The staff of the Securities and Exchange Commission (the “Commission”) reviewed the Company’s Form 10-K
and transmitted their comments in your letter dated February 22, 2017 (the “Comment Letter”). I set out below my responses to the staff’s comments on behalf of the Company. For ease of reference, I have reproduced each of the
staff’s comments and followed it with the Company’s response.

 Consolidated Balance Sheets, page F-4

1.
Please revise or confirm the accrued liabilities and other line item does not require disaggregation pursuant to Rule 5-02.20 of Regulation
S-X.

 RESPONSE: We confirm the accrued liabilities and other line item does not require
disaggregation pursuant to Rule 5-02.20 of Regulation S-X and we confirm that we will continue to monitor on an annual basis and disaggregate in future filings, if
required.

 Consolidated Statements of Cash Flows, page F-5

2.
We note from your financing activities section in your statement of cash flows that you present net proceeds (repayments) of short-term borrowings rather than on a gross basis. Please explain to us your basis for
this presentation. Refer to ASC 230-10-45-7 through 9.

RESPONSE: We have considered the guidance provided by ASC
230-10-45-7 through 9 in determining whether information about gross cash receipts and payments is more relevant than net cash
receipts and payments. ASC 230-10-45-8 provides that only net changes in assets and liabilities for which the turnover is quick,
the amounts are large and the maturities are short need to be reported. ASC 230-10-45-9 states that if the original maturity of
the liability is three months or less, cash receipts and payments for debt can qualify for net reporting.

 Carnival Corporation at
Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428 Tel: (305) 599-2600 Fax: (305) 406-4811

 Carnival plc, Registered in
England, No. 4039524, with its Registered Office at

 Carnival House, 100 Harbour Parade, Southampton SO15 1st Tel: +44 023 8065 5000

 During 2016, we had $8.4 billion in gross proceeds from commercial paper (presented net within short-term
borrowings) with an average of 17 days outstanding and 3% of these borrowings had maturities that were greater than three months, and in all circumstances less than 110 days. During 2015, we had $7.4 billion in gross proceeds from commercial
paper with an average of 17 days outstanding and less than 1% of these borrowings had maturities that were greater than three months, and in all circumstances less than 98 days. Similarly during 2014, we had $6.9 billion in gross proceeds from
commercial paper with an average of 22 days outstanding and less than 2% of these borrowings had maturities that were greater than three months, and in all circumstances less than 95 days. Due to the overall size of the program and maturities that
average less than three months, as well as, the materiality of amounts greater than three months, we believe net presentation is appropriate and is more relevant to users of our financial statements in accordance with ASC 230-10-45-7 through 9. We will continue to monitor the nature of our short-term borrowings and present gross in the future should there
be any change in the program including extending maturities which warrants gross presentation.

 Management’s Discussion and Analysis of Financial
Condition and Results of Operation

 Liquidity, Financial Condition and Capital Resources, page F-52

3.
We note your disclosure of working capital (deficit) less current customer deposits and current debt obligation and that it is a non-GAAP measure important to investors in
understanding your capital requirements. Please clearly label this measure and revise to provide disclosures required by Item 10(e)(1)(i) of Regulation S-K related to the usefulness of this measure.
Specifically, disclosures required by Item 10(e) (1)(i)(C)-(D) of Regulation S-K should be specific to each non-GAAP financial measure explaining the specific reason(s)
why management believes the measures are useful to investors.

 RESPONSE: In response to the Staff’s comments, we will revise our
disclosure in future filings to remove the current non-GAAP presentation of working capital deficit and disclose as described below. For illustrative purposes, we have prepared the disclosure using
November 30, 2016 and 2015 information.

 We had a working capital deficit of $5.4 billion as of November 30, 2016 as
compared to a working capital deficit of $4.5 billion as of November 30, 2015. The increase in working capital deficit was primarily due to the decrease in cash and cash equivalents and the increase in customer deposits. We operate with a
substantial working capital deficit. This deficit is mainly attributable to the fact that, under our business model, a vast majority of our passenger ticket receipts are collected in advance of the applicable sailing date. These advance passenger
receipts remain a current liability until the sailing date. The cash generated from these advance receipts is used interchangeably with cash on hand from other sources, such as our borrowings and other cash from operations. The cash received as
advanced receipts can be used to fund operating expenses, pay down our debt, invest in long term investments or any other use of cash. Included within our working capital deficit are $3.5 billion and $3.3 billion of customer deposits as of
November 30, 2016 and November 30, 2015, respectively. In addition, we have a relatively low-level of accounts receivable and limited investment in inventories. We generate substantial cash flows
from operations and our business model has historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future.

 Carnival Corporation at
Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428 Tel: (305) 599-2600 Fax: (305) 406-4811

 Carnival plc, Registered in
England, No. 4039524, with its Registered Office at

 Carnival House, 100 Harbour Parade, Southampton SO15 1st Tel: +44 023 8065 5000

4.
Further, please tell us why you believe these adjustments are meaningful and appropriate. For example, you state that current customer deposits are substantially more like deferred revenue balances rather than actual
current cash liabilities. Please explain to us why you believe it is appropriate to include the cash received from these deposits but to exclude the equal amount of liability. Similarly, tell us why excluding short-term borrowings and the
current-portion of long-term debt, which are normally included in working capital, is appropriate. For example, if you do not intend to use cash or other current assets to repay your current debt obligations, please explain this and your history of
refinancing such obligations.

 RESPONSE: Refer to our response to comment 3 above with our revised disclosure for future filings.

*********************************************************

As requested in the Comment Letter, I hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the Company’s responses, please
contact me at (305) 406-8684.

 Respectfully submitted,

 /s/ David Bernstein

David Bernstein

Chief Financial Officer and Chief Accounting Officer

cc:
Micky Arison - Chairman of the Boards

 Arnold W. Donald - President and Chief Executive Officer

 Richard Glasier - Chairman of the Audit Committees

Suzanne Hubbard - Partner, PricewaterhouseCoopers LLP

 Carnival Corporation at
Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428 Tel: (305) 599-2600 Fax: (305) 406-4811

 Carnival plc, Registered in
England, No. 4039524, with its Registered Office at

 Carnival House, 100 Harbour Parade, Southampton SO15 1st Tel: +44 023 8065 5000

Mail Stop 3561
February 22, 2017

David Bernstein
Chief Financial Officer
Carnival Corporation
Carnival PLC
3655 N. W. 87th Avenue
Miami, FL 33178

Re: Carnival Corporation
 Form 10-K for the Fiscal Year Ended November 30, 2016
Filed January 30, 2017
File No. 001 -09610

Carnival PLC
Form 10 -K for the Fiscal Year Ended November 30, 2016
Filed January 30, 2017
File No. 001 -15136

Dear Mr. Bernstein :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Consolidated Balance Sheets, page F -4

1. Please revise or confirm the accrued liabilities and other line item does not require
disaggregation pursuant to Rule 5 -02.20 of Regulation S -X.

David Bernstein
Carnival Corporation
Carnival PLC
February 22, 2017
Page 2

 Consolidated Statements of Cash Flows, page F -5

2. We note from your financing activities section in your statement of cash flows that you
present net proceeds (repayments) of short -term borrowings rather than on a gross basis.
Please explain to us your basis for this presentation.  Refer to ASC 230 -10-45-7 through
9.

Management’s Discussion and Analysis  of Financial Condition and Results of Operation

Liquidity, Financial Condition and Capital Resources, page F-52

3. We note your disclosure of workin g capital (deficit) less current customer deposits and
current debt obligation and that it is  a non -GAAP measure important to investors in
understanding your capital requirements.   Please clearly label this measure and revise  to
provide disclosures required by Item 10(e)(1)(i) of Regulation S -K related to the
usefulness  of this measure .   Specifically, d isclosures required by Item 10(e)(1)(i)(C) -(D) of
Regulation S -K should be specific to each non -GAAP financial measure explai ning the
specific reason(s) why management believes the measures are useful to investors.

4. Further, please tell us why you believe these adjustments are meaningful and appropriate.
For example, you state that current customer deposits are substantially m ore like deferred
revenue balances rather than actual current cash liabilities.  Please explain to us why you
believe it is appropriate to include the cash received from these deposits but to exclude the
equal amount of liability.  Similarly, tell us why e xcluding short -term borrowings and the
current -portion of long -term debt, which are normally included in working capital, is
appropriate.  For example, if you do not intend to use cash or other current assets to repay
your current debt obligations, please explain this and your history of refinancing such
obligations.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the s taff.

You may contact Melissa Gilmore  at (202) 551 -3777  or Claire Erlanger at (202) 551 -
3301 with any questions.

Sincerely,

 /s/ Andrew Mew

For      Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

March 19 , 2015

Mr. David Bernstein
Chief  Financial  Officer
Carnival Corporation
Carnival PLC
3655 NW 87th Avenue
Miami, FL 33178

Re: Carnival Corporation
 Form 10-K for the Year E nded November 30, 2014
Filed January 29, 2015
  File No.  001-09610

Carnival PLC
Form 10 -K for the Year Ended  November 30, 2014
Filed January 29, 2015
  File No.  001-15136

Dear  Mr. Bernstein :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding  initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
informatio n the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

               /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

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Response Letter

 C A R N I V A L

C O R P O R A T I O N  & PLC

March 11, 2015

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Re:
Carnival Corporation and Carnival plc (“our”, “we” or the “Company”)

Form 10-K for the Year Ended November 30, 2014

Filed January 29, 2015

 File
Nos. 001-09610 and 001-15136

 Dear Ms. Raminpour,

 The
staff of the Securities and Exchange Commission (the “Commission”) reviewed the Company’s Form 10-K and transmitted their comments in your letter dated February 18, 2015 (the “Comment Letter”). I set out below my
responses to the staff’s comments on behalf of the Company. For ease of reference, I have reproduced each of the staff’s comments and followed it with the Company’s response.

Form 10-K for the Year Ended November 30, 2014

Exhibit 13

 Management’s Discussion and Analysis

 2014 Executive Overview, page F-37

1.
We note that your discussion in the Executive Overview appears to highlight non-GAAP net income, a non-GAAP financial measure, more prominently than net income calculated in accordance with U.S. GAAP. Pursuant to the
guidance outlined in Rule 10(e) of Regulation S-K, GAAP measures should be presented with equal or greater prominence than any non-GAAP measures. Please revise by reorganizing your disclosures and include a more balanced discussion accordingly.

 RESPONSE: In future Form 10-K filings, we will ensure that our GAAP measures, such as the U.S. GAAP net income discussion in our
“Executive Overview,” are presented with equal or greater prominence than any of our non-GAAP measures.

 Liquidity, Financial Condition, and
Capital Resources, page F-52

2.
Please expand your liquidity discussion to cover the three-year period covered by the financial statements, using year-to-year comparisons or any other format to enhance the reader’s understanding. Refer to
Instruction 1 to paragraph 303(a) of Regulation S-K.

 RESPONSE: In future filings, we will expand our “Sources and Uses of
Cash” discussion included under “Liquidity, Financial Condition and Capital Resources” to cover the periods presented by the financial statements.

Carnival Corporation at Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428 Tel: (305) 599-2600 Fax: (305) 406-4811

 Carnival plc, Registered in England, No. 4039524, with its Registered Office at

Carnival House, 100 Harbour Parade, Southampton SO15 1st Tel: +44 023 8065 5000 Fax: +44 023 8065 7513

 ***********************************************

As requested in the Comment Letter, I hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; staff
comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the Company’s responses, please
contact either David Bernstein, Chief Financial Officer at (305) 406-8684 or me at (305) 406-5755.

 Respectfully submitted,

/s/ Larry
Freedman

 Larry Freedman

Chief Accounting Officer and Controller

cc:
Micky Arison - Chairman of the Boards

 Arnold Donald - President and Chief Executive Officer

 David Bernstein - Chief Financial Officer

Richard Glasier - Chairman of the Audit Committees

Suzanne Hubbard - Partner, PricewaterhouseCoopers LLP

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CORRESP

 February 24, 2015

United States Securities and Exchange Commission

 Division of
Corporate Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

 Attention: Ms. Effie Simpson

Re:
Carnival Corporation and Carnival plc

Form 10-K for Fiscal Year Ended November 30, 2014

Filed January 29, 2015

File Nos. 1-09610 and 1-15136

Dear Ms. Simpson:

In connection with the staff’s letter dated February 18, 2015, this will confirm my understanding with you that we have agreed that Carnival
Corporation and Carnival plc will respond on or before March 18, 2015.

 If you
have any questions regarding the above, please contact me at (305) 406-5755.

Sincerely,

 Larry Freedman

 Chief
Accounting Officer and Vice President – Controller

 cc: David Bernstein –
Senior Vice President and Chief Financial Officer

 cc: Robert Stafford – Director

Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428Tel: (305) 599-2600 Fax: (305) 406-4811

Registered in England Company No. 4039524

Carnival House, 100 Harbour Parade, Southampton SO15 1ST Tel: +44 023 8065 5000 Fax: +44
023 8065 7513

February  18, 2015
Mr. David Bernstein
Chief  Financial  Officer
Carnival Corporation
Carnival PLC
3655 NW 87th Avenue
Miami, FL 33178

Re: Carnival Corporation
 Form 10-K for the Year E nded November 30, 2014
Filed January 29, 2015
  File No.  001-09610

Carnival PLC
Form 10 -K for the Year Ended  November 30, 2014
Filed January 29, 2015
  File No.  001-15136

Dear  Mr. Bernstein :

We have reviewed your filing  and have the following  comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K for the Year Ended November 30, 2014

Exhibit 13
Management's Discussion and Analysis
2014 Executive Overview, page F -34

1. We note that your discussion in the Executive Overview appears to highlight non -GAAP
net income, a non -GAAP financial measur e, more prominently than net income
calculated in accordance with U.S. GAAP.  Pursuant to the guidance outlined in Rule
10(e) of Regulation S -K, GAAP measures should be presented with equal or greater
prominence than any non -GAAP measures.  Please revise by reorganizing your
disclosures  and include a  more balanced discussion accordingly .

Mr. David Bernstein
Carnival Corporation
Carnival PLC
February 1 8, 2015
Page 2

Liquidity, Financial Condition, and Capital Resources, page F -52

2. Please expand your liquidity discussion to cover the three -year period covered by the
financial statements, using year -to-year comparisons or any other format to enhance the
reader’s understanding .  Refer  to Instruction 1 to paragraph 303(a) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovid e, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact E ffie Simpson at (202) 551 -3346 , or in her absence, Claire Erlanger  at
(202) 551 -3301 if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned at (202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

July 9, 2013

Via Email
David Bernstein
Chief Financial Officer
Carnival Corporation
Carnival plc
3655 N.W. 87th Avenue
Miami, Florida 33178 -2428

Re: Carnival Corporation
 Form 10-K for the year ended November 30, 2012
Filed January 29, 2013
File No. 001 -09610

Carnival plc
Form 10 -K for the year ended November 30, 2012
Filed January 29, 2013
File No. 001 -15136

Dear Mr. Bernstein :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk for

David R. Humphrey
Accounting Branch Chief

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CORRESP

 June 14, 2013

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F. Street, N.E.

 Washington, D.C. 20549-0305

Re:
Carnival Corporation and Carnival plc (“our,” “we” or the “Company”)

Form 10-K for the fiscal year ended November 30, 2012

 Filed January 29, 2013

 File Nos. 001-09610 and 001-15136

Dear Mr. Humphrey,

 The staff of the
Securities and Exchange Commission (the “Commission”) reviewed the Company’s Form 10-K and transmitted their comments in your letter dated May 7, 2013 (the “Comment Letter”). I set out below my responses to the
staff’s comments on behalf of the Company. For ease of reference, I have reproduced each of the staff’s comments and followed it with the Company’s response.

 Form 10-K for the fiscal year ended November 30, 2012

 Exhibit 13

Management’s Discussion and Analysis, page F-29

 2012 Compared to 2011, page F-33

1.
Within your discussion of the variances in revenues and expenses between years, it appears you have increasingly intermingled GAAP and non-GAAP measures in providing
your explanations. On an ongoing basis, please revise your disclosures to provide a complete discussion of variances between years solely on a GAAP basis before introducing any non-GAAP measures into the discussion.

RESPONSE: Available lower berth days (“ALBDs”), which is a statistical measure of passenger capacity for the period, is used to perform
rate and capacity variance analyses to determine the main non-capacity driven factors that cause our cruise revenues and expenses to vary. We use ALBDs as one of the many factors to explain the significant GAAP revenue and expense variances. In
accordance with Item 10(e)(4) of Regulation S-K, statistical measures, such as ALBDs, are excluded from non-GAAP measures since ALBDs are not a non-GAAP financial measure. Accordingly, we believe our explanations for revenue and expense
variances related to a percentage change in ALBDs are not a non-GAAP disclosure. However, we understand that our disclosure on page F-33 appears to intermingle GAAP and non-GAAP measures because of the cross-reference to “Key Performance
Non-GAAP Financial Indicators” within our GAAP variance explanations. Therefore, we will remove this cross-reference when disclosing GAAP measures in our future filings.

 In addition, in future filings we will remove the first paragraph under “Key Performance Non-GAAP Financial Indicators” on page F-35 that defines ALBDs and insert this disclosure beneath the
“Statistical Information” table on page F-33. Finally, in future filings we will expand our disclosure to include the reasons for any material variances in ALBDs between reporting periods and will also insert this disclosure beneath the
“Statistical Information” table on page F-33.

Carnival Corporation at Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428 Tel: (305) 599-2600 Fax: (305) 406-4811

 Carnival plc, Registered in England, No. 4039524, with its Registered Office at

Carnival House, 5 Gainsford Street, London SE1 2NE, England Tel: 020 7940 5381 Fax: 020 7940 5382

2.
As a related matter, we note the addition of “Non-GAAP Net Income” and “Non-GAAP earnings per share” information in the Selected Financial Data
presentation on page F-45 and the Selected Quarterly Financial Data presentation on page F-49. In each case, your accompanying footnotes refer the reader to a discussion of the reconciliation to U.S. GAAP in the MD&A section of the filing. The
reliance upon such a cross-reference is not sufficient. If you elect to continue to present Non-GAAP financial information in either or both of these tables, a complete reconciliation should be presented in an accompanying footnote to the related
table(s).

 RESPONSE: In future Form 10-K filings, we will include a complete discussion of the reconciliation between
“U.S. GAAP Net Income” and “U.S. GAAP earnings per share” and their non-GAAP amounts in the accompanying footnotes to the related tables.

 Costs and Expenses, page F-34

 Consolidated, page F-34

3.
When there are many factors which had a material impact on the variance between periods, it may be useful to provide these factors in a chart to facilitate the
reader’s understanding of the impact of certain items between periods.

 RESPONSE: In future filings, we will either
provide a chart or bullet points when there are many factors that have a material impact on the variance between periods.

 Form 10-Q for
the quarterly period ended February 28, 2013

4.
It was noted that, in February 2013, there was an incident with your ship the Carnival Triumph. It has been widely reported in the media that, as a result of this
incident, you will be subjected to a class action lawsuit, in addition to other reparations offered to passengers, such as refunds and discounts on future cruises. With past similar incidents, it appears that insurance has minimized the financial
impact to your operating results. Please tell us the extent to which you expect that insurance will cover the potential liabilities resulting from this incident. Also, explain whether or not any portion or type of passenger claim may not be covered
by insurance, or any other limitations on the insurance coverage, which could result in a material impact to the company. Finally, please address the potential impact of your recent decision to reimburse the government for costs incurred in the
Carnival Triumph fire and in connection with a fire on the Carnival Splendor in 2010.

 RESPONSE: We expect that any material
potential liabilities resulting from the Carnival Triumph incident will be covered under our insurance policies to the extent that such amounts exceed our insurance deductibles. In addition, we are not aware of any portions or types of
passenger claims that will not be covered under our insurance policies, or of any other limitations on our insurance coverages, which could result in a material impact to the Company.

 Finally, the voluntary reimbursement of $4 million to the U.S. Government for costs incurred in the Carnival Triumph incident and in connection with the 2010 Carnival Splendor incident was
recognized as an expense in the second quarter of 2013 and did not have a material impact on our financial statements.

***********************************************

 As requested in the Comment Letter, I hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 If you have any questions regarding the Company’s responses, please contact either David Bernstein,
Senior Vice President and Chief Financial Officer at (305) 406-8684 or me at (305) 406-5755.

 Respectfully submitted,

/s/ Larry Freedman

Larry Freedman

 Chief Accounting Officer and
Vice President—Controller

cc:
Micky Arison—Chairman of the Boards and Chief Executive Officer

 David Bernstein—Senior Vice President and Chief Financial Officer

 Howard S.
Frank—Vice Chairman of the Boards and Chief Operating Officer

 Richard Glasier—Chairman of the Audit Committees

 Quinby Dobbins—Partner, PricewaterhouseCoopers LLP

CORRESP
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Correspondence

 May 8, 2013

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F. Street, N.E.

 Washington, D.C. 20549-0305

 Attention: Ms. Kristin Shifflett

Re:
Carnival Corporation and Carnival plc

 Form 10-K for Fiscal Year Ended November 30, 2012

 Filed January 29,
2013

 File Nos. 1-09610 and 1-15136

 Dear Ms. Shifflett:

 In connection with the staff’s letter dated May 7, 2013, this
will confirm my understanding with you that we have agreed that Carnival Corporation and Carnival plc will respond on or before July 1, 2013.

 If you have any questions regarding the above, please contact me at (305) 406-5755.

Sincerely,

/s/ Larry Freedman

 Larry Freedman

 Chief
Accounting Officer and Vice President – Controller

 cc: David Bernstein – Senior Vice President and Chief Financial Officer

May 7, 2013

Via Email
Mr. David Bernstein
Chief Financial Officer
Carnival Corporation
Carnival plc
3655 N.W. 87th Avenue
Miami, Florida 33178 -2428

Re: Carnival Corporation
 Form 10-K for the fiscal year ended November 30, 2012
Filed January 29, 2013
File No. 001 -09610

Carnival plc
Form 10 -K for the fiscal year ended November 30, 2012
Filed January 29, 2013
File No. 001 -15136

Dear Mr. Bernstein :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the r equested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After rev iewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended November 30, 2012

Exhibit 13
Management’s Discussion and Analysis , page F -29

2012 Compared to 2011 , page F -33

1. Within your discussion of the variances in revenues and expenses between years, it
appears you have increasingly intermingled GAAP and non -GAAP measures in

Mr. David Bernstein
Carnival Corporation
Carnival plc
May 7, 2013
Page 2

 providing your explanations.   On an ongoing basis, please revi se your disclosures to
provide a complete discussion of variances between years solely on a GAAP basis before
introducing any non -GAAP measures into the discussion.

2. As a related matter, we note the addition of “Non -GAAP Net Income” and “Non -GAAP
earnings  per share” information in the Selected Financial Data presentation on page F -45
and the Selected Quarterly Financial Data presentation on page F -49.  In each case, your
accompanying footnotes refer the reader to a discussion of the reconciliation to U.S.
GAAP in the MD&A section of the filing.  The reliance upon such a cross -reference is
not sufficient.  If you elect to continue to present Non -GAAP financial information in
either or both of these tables, a complete reconciliation should be presented in an
accompanying footnote to the related table(s).

Costs and E xpenses , page F -34

Consolidated , page F -34

3. When there are many factors which had a material impact on the variance between
periods, it may be useful to provide these factors in a chart to facilitate the reader’s
understanding of the impact of certain items between periods.

Form 10 -Q for the quarterly period e nded February 28, 2013

4. It was noted that , in February 2013, there was an incident with your ship the Carnival
Triumph.   It has been widely reported in the media that, as a result of this incident, you
will be subjected to a class action lawsuit, in addition to other reparations offered to
passenge rs, such as refunds and discounts on future cruises. With past similar incidents, it
appears that insurance has minimized the financial impact to your operating results.
Please tell us the extent to which you expect that insurance will cover the potential
liabilities resulting from this incident.  Also, explain whether or not any portion or type of
passenger claim may not be covered by insurance, or any other limitations on the
insurance coverage, which  could result in a material impact to the company.  Fina lly,
please address the potential impact of your recent decision to reimburse the government
for costs incurred in the Carnival Triumph fire and in connection with a fire on the
Carnival Splendor in 2010.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. David Bernstein
Carnival Corporation
Carnival plc
May 7, 2013
Page 3

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is respons ible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert st aff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kristin Shifflett at 202 -551-3381  or Margery Reich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

April 14, 2011

Mr. David Bernstein   Senior Vice President and Chief Financial Officer CARNIVAL COROPORATION/CARNIVAL PLC 3655 N.W. 87
th Avenue
Miami, Florida  33178-2428
Re: Carnival Corporation and Carnival plc  Form 10-K for fiscal ye ar ended November 30, 2010
 Filed January 31, 2011  File Nos. 1-09610 and 1-15136
 Dear Mr. Bernstein:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

David R. Humphrey Branch Chief

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Correspondence

 April 11, 2011

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F. Street, N.E.

 Washington, D.C. 20549-0305

Re:
Carnival Corporation and Carnival plc (“we”, “our” or the “Company”)

 Form 10-K for Fiscal Year Ended November 30, 2010 (“Form 10-K”)

 Filed January 31, 2011

  File Nos. 1-09610 and 1-15136

 Dear Mr. Humphrey,

As requested, we are submitting this letter in response to the March 28, 2011 telephonic meeting with the staff of the Securities and Exchange
Commission (“Commission”) related to our initial comment letter response to the Commission, dated March 21, 2011. For ease of reference, I have reproduced each of the staff’s original comments set forth in your letter dated
February 28, 2011 (the “Comment Letter”) and followed it with the Company’s additional responses.

 Form 10-K (Fiscal
Year Ended November 30, 2010)

 Management’s Discussion and Analysis

Critical Accounting Estimates, page F-27

1.
With respect to your accounting estimates for ship accounting and asset impairment, please further discuss to clarify whether you evaluate for asset impairment your
cruise ships on a ship by ship basis, or whether they are aggregated by cruise brand and then evaluated for long-life asset impairment. In this regard, please tell us and consider expanding the disclosure in Note 4, Property and Equipment, to the
financial statements to disclose the individual carrying value of each of your ships that comprise the component line item of Ships in Note 4.

 RESPONSE: In regards to reporting the carrying values of our ships, we have agreed with the Commission to disclose the total ship carrying value for each of our reportable segments in our future Form
10-K filings.

 As discussed, we do not believe it is necessary to disclose any of our ships’ individual, or by cruise brand, carrying
values since no indicators of impairment currently exist that would require us to perform an impairment review of these ship assets. If future facts and circumstances bring into question the recoverability of our individual ship assets, we will
disclose such facts and circumstances to enable the readers of our consolidated financial statements to understand the relevant issues, including the amount of our ships’ carrying value that is the subject of such recoverability issues.

 In our disclosure of Property and Equipment in Note 2, Summary of Significant Accounting Policies on page F-6, we discuss our policy for
accounting for ship improvements, but we do not specifically state the line item our ship improvements are included in the Property and Equipment table in Note 4 on page F-9. In future Form 10-K filings, we will clarify that our “ships”
costs include our “ship improvements”.

2.
Further, please consider including in your financial statement footnotes, tabular disclosure of your goodwill, by cruise brand, as of each balance sheet date, as we
note the disclosure in Note 10 that all of your cruise brands carry goodwill except for two. Similar tabular disclosure is also suggested for your other intangible assets, which you indicate in the financial statement notes are substantially related
to trademarks.

 RESPONSE: In future Form 10-Q and Form 10-K filings, we will expand the disclosure of our other intangible
assets, which are substantially all trademarks, to state their carrying amounts and changes thereto, in total and for our reportable segments.

 ***********************************************

 As requested in the Comment Letter, I hereby
acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to
the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the Company’s responses, please contact either David Bernstein, Senior Vice President and Chief Financial Officer at (305) 406-8684 or me at
(305) 406-5755.

 Respectfully submitted,

 /s/ Larry Freedman

Larry Freedman

Chief Accounting Officer and Vice President - Controller

cc:
Micky Arison - Chairman of the Boards and Chief Executive Officer

  David Bernstein - Senior Vice President and Chief Financial Officer

 Howard S. Frank - Vice Chairman of the Boards and Chief Operating Officer

 Richard Glasier - Chairman of the Audit Committees

  Quinby Dobbins - Partner, PricewaterhouseCoopers

CORRESP
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Correspondence

 March 21, 2011

 United States Securities and Exchange Commission

 Division of Corporate Finance

100 F. Street, N.E.

 Washington, D.C. 20549-0305

Re:
Carnival Corporation and Carnival plc (“we” or the “Company”)

 Form 10-K for Fiscal Year Ended November 30, 2010

 Filed January 31,
2011

 File Nos. 1-09610 and 1-15136

 Dear Mr. Humphrey,

 The staff of the Securities and Exchange Commission (the
“Commission”) reviewed the Company’s Form 10-K and transmitted their comments in your letter dated February 28, 2011 (the “Comment Letter”). I set out below my responses to the staff’s comments on behalf of the
Company. For ease of reference, I have reproduced each of the staff’s comments and followed it with the Company’s response.

 Form
10-K (Fiscal Year Ended November 30, 2010)

 Management’s Discussion and Analysis

Critical Accounting Estimates, page F-27

1.
With respect to your accounting estimates for ship accounting and asset impairment, please further discuss to clarify whether you evaluate for asset impairment your
cruise ships on a ship by ship basis, or whether they are aggregated by cruise brand and then evaluated for long-life asset impairment. In this regard, please tell us and consider expanding the disclosure in Note 4, Property and Equipment, to the
financial statements to disclose the individual carrying value of each of your ships that comprise the component line item of Ships in Note 4.

 RESPONSE: We evaluate our ship assets for impairment on a ship by ship basis, if required, which is the lowest level for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities, in accordance with Accounting Standards Codification (“ASC”) Topic 360 Property, Plant and Equipment, paragraph 360-10-35-23. In future filings with the Commission, we will expand our disclosure to
state that we perform ship asset impairment evaluations, if required, at the individual cruise ship level. To the extent there are relevant issues regarding the recoverability of the carrying value of our ship assets, we will disclose the facts and
circumstances surrounding our assessment.

 In regards to reporting the individual carrying value of each of our cruise ships, we respectfully
do not believe disclosure of these amounts is warranted. Such disclosure would have required listing each of our 98 ships’ individual carrying values, and we believe stating these amounts would not enhance our overall disclosure in a meaningful
way.

2.
Further, please consider including in your financial statement footnotes, tabular disclosure of your goodwill, by cruise brand, as of each balance sheet date, as we
note the disclosure in Note 10 that all of your cruise brands carry goodwill except for two. Similar tabular disclosure is also suggested for your other intangible assets, which you indicate in the financial statement notes are substantially related
to trademarks.

 RESPONSE: We have evaluated our disclosure of goodwill and intangible assets and do not believe that
separate disclosure by cruise brand would enhance the overall disclosure in a meaningful way. However, in future filings with the Commission we will expand our disclosure to state the carrying amounts of goodwill and changes thereto, in total and
for our North America and Europe, Australia & Asia reportable cruise segments in accordance with ASC Topic 350 Intangibles – Goodwill and Other, paragraph 350-20-50-1.

 To the extent there are relevant issues regarding the recoverability of the carrying values of our goodwill and other intangible assets, we disclose the facts and circumstances, the amount of the
potential losses and the qualitative factors affecting the fair value indication. Accordingly, we have made such disclosures for our Ibero Cruises brand in Note 10, Fair Value Measurements, Derivative Instruments and Hedging Activities, to the
consolidated financial statements.

 ***********************************************

As requested in the Comment Letter, I hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the Company’s
responses, please contact either David Bernstein, Senior Vice President and Chief Financial Officer at (305) 406-8684 or me at (305) 406-5755.

Respectfully submitted,

 /s/ Larry Freedman

Larry Freedman

Chief Accounting Officer and Vice President - Controller

cc:
Micky Arison - Chairman of the Boards and Chief Executive Officer

 David Bernstein - Senior Vice President and Chief Financial Officer

 Howard S.
Frank - Vice Chairman of the Boards and Chief Operating Officer

 Richard Glasier - Chairman of the Audit Committees

Quinby Dobbins - Partner, PricewaterhouseCoopers

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Letter to the SEC

 March 3, 2011

United States Securities and Exchange Commission

Division of Corporate Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549-0305

Attention: Ms. Beverly A. Singleton

Re:
Carnival Corporation and Carnival plc

 Form 10-K for Fiscal Year Ended November 30, 2010

 Filed January 31,
2011

 File Nos. 1-09610 and 1-15136

 Dear Ms. Singleton,

 In connection with the staff’s letter dated February 28,
2011, this will confirm my understanding with you that we have agreed that Carnival Corporation and Carnival plc will respond on or before April 11, 2011.

 If you have any questions regarding the above, please contact me at (305) 406-5755.

Sincerely,

 /s/ Larry Freedman

Larry Freedman

Chief Accounting Officer and Vice President - Controller

cc:
David Bernstein - Senior Vice President and Chief Financial Officer

 Carnival Corporation at Carnival Place, 3655 N.W. 87 Avenue,
Miami, Florida 33178-2428    Tel: (305) 599-2600

 Fax: (305) 406-4811

Carnival plc, Registered in England, No. 4039524, with its Registered Office at

Carnival House, 5 Gainsford Street, London SE1 2NE, England    Tel: 020 7940 5381    Fax: 020
7940 5382

February 28, 2011

Mr. David Bernstein   Senior Vice President and Chief Financial Officer CARNIVAL COROPORATION/CARNIVAL PLC 3655 N.W. 87
th Avenue
Miami, Florida  33178-2428
Re: Carnival Corporation and Carnival plc  Form 10-K for fiscal ye ar ended November 30, 2010
 Filed January 31, 2011  File Nos. 1-09610 and 1-15136
 Dear Mr. Bernstein:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K (Fiscal Year Ended November 30, 2010)

 Management’s Discussion and Analysis

Critical Accounting Estimates, page F-27

1. With respect to your accounting estimates for ship accounting and asset impairment,
please further discuss to clarify whether you evaluate for asset impairment your cruise
ships on a ship by ship basis, or whether they are aggregated by cruise brand and then evaluated for long-life asset impairment.  In this regard, please tell us and consider
expanding the disclosure in Note 4, Property an d Equipment, to the financial statements
to disclose the individual carrying value of each of your  ships that comprise the
component line item of Ships in Note 4.

Mr. David Bernstein Carnival Corporation/Carnival plc February 28, 2011 Page 2

2. Further, please consider including in your financial st atement footnotes, tabular
disclosure of your goodwill, by cruise brand, as of each balance sheet date, as we note the disclosure in Note 10 that all of your cr uise brands carry goodwill except for two.
Similar tabular disclosure is also suggeste d for your other intangi ble assets, which you
indicate in the financial statement notes are substantially related to trademarks.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

 You may contact Beverly A. Singleton, Sta ff Accountant, at (202)  551-3328, or Margery
Reich, Senior Staff Accountant,  at (202) 551-3347, if you have questions regarding comments on
the financial statements and related matters.  Pl ease contact me at (202) 551-3211 with any other
questions.

Sincerely,

David R. Humphrey Branch Chief

September 20, 2010

Micky Arison  Chief Executive Officer and Chairman of the Board Carnival Corporation 3655 N.W. 87th Avenue  Miami, FL 33178
Re: Carnival Corporation  Carnival plc  Form 10-K for Fiscal Year Ended November 30, 2009
Definitive Proxy Statement on Schedule 14A Filed January 29, 2010 and February 23, 2010 File Nos. 001-09610 and 001-15136

Dear Mr. Arison:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Julie F. Rizzo Attorney-Advisor

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Correspondence

 September 17, 2010

United States Securities and Exchange Commission

Division of Corporate Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549-0305

Attention: Ms. Julie F. Rizzo

RE:
Carnival Corporation/Carnival plc (“we” or the “Company”)

Form 10-K for Fiscal Year Ended November 30, 2009 (“Form 10-K”)

Definitive Proxy Statement on Schedule 14A

Filed January 29, 2010 and February 23, 2010 (“Proxy Statement”)

File Nos. 001-09610 and 001-15136

Dear Ms. Rizzo:

 The staff of the
Securities and Exchange Commission reviewed the Company’s Form 10-K and Proxy Statement and transmitted their comments in your letter dated September 8, 2010 (the “Comment Letter”). I set out below my responses to the
staff’s comments on behalf of the Company. For ease of reference, I have reproduced each of the staff’s comments and followed it with the Company’s response.

Form 10-K

 Risk Factors, page 31

1.
Please confirm that in future filings you will delete the second, third and fourth sentences from the first paragraph of this section. If a risk is deemed not
material, please do not reference it.

 RESPONSE: In future filings, we will delete the second, third and fourth
sentences from the first paragraph of our risk section. We will only reference a risk if it is deemed to be material.

 Definitive Proxy
Statement on Schedule 14A

2.
Please confirm that in future filings you will, under the caption “Compensation Committee Interlocks and Insider Participation,” provide the disclosure
about your compensation committee required by Item 407(e)(4) of Regulation S-K or please advise.

 RESPONSE: Based on
the Securities and Exchange Commission’s compliance and disclosure interpretation regarding Item 407(e)(4) that if the only disclosure that a registrant is required to provide pursuant to Item 407(e)(4) is the identity of the members
of the compensation committee, because the registrant has no transactions or relationships that trigger a disclosure obligation, the registrant may omit the Item 407(e)(4) caption “Compensation Committee Interlocks and Insider
Participation”. We confirm that we had no transactions or relationships that trigger disclosure obligations, and therefore we omitted the caption. Please advise if the Commission’s guidance has changed.

 ***********************************************

As requested in the Comment Letter, I hereby acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding the Company’s
responses, please contact either David Bernstein, Senior Vice President and Chief Financial Officer at (305) 406-8684 or me at (305) 406-5755.

Respectfully submitted,

 /s/ Larry Freedman

Larry Freedman

Chief Accounting Officer and Vice President - Controller

cc:
Micky Arison - Chairman of the Boards and Chief Executive Officer

David Bernstein - Senior Vice President and Chief Financial Officer

Howard S. Frank - Vice Chairman of the Boards and Chief Operating Officer

Richard Glasier - Chairman of the Audit Committees

Quinby Dobbins - Partner, PricewaterhouseCoopers

September 8, 2010

Micky Arison  Chief Executive Officer and Chairman of the Board Carnival Corporation 3655 N.W. 87th Avenue  Miami, FL 33178
Re: Carnival Corporation  Carnival plc  Form 10-K for Fiscal Year Ended November 30, 2009
Definitive Proxy Statement on Schedule 14A Filed January 29, 2010 and February 23, 2010 File Nos. 001-09610 and 001-15136

Dear Mr. Arison:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K

Risk Factors, page 31

1. Please confirm that in future filings you will delete the second, third, and fourth sentences
from the first paragraph of this section.  If  a risk is deemed not material, please do not
reference it.
 Definitive Proxy Statement on Schedule 14A

2. Please confirm that in future filings you will, under the caption “Compensation Committee Interlocks and Insider Participat ion,” provide the di sclosure about your
compensation committee required by Item 407(e)(4 ) of Regulation S-K or please advise.

Micky Arison Carnival Corporation September 8, 2010 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3574 with any
questions.
Sincerely,

Julie F. Rizzo Attorney-Advisor

Mail Stop 3561          May 5, 2008
Via U.S. Mail
 Mr. Larry Freedman Chief Accounting Officer and Vice President - Controller Carnival Corporation/Carnival plc 3655 N.W. 87
th Avenue
Miami, Florida 33178-2428

Re: Carnival Corporation/Carnival plc
 Form 10-K for the year ended November 30, 2007
Filed January 29, 2008
 File No. 001-09610 and 001-15136

Dear Mr. Freedman:
  We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,             David R. Humphrey        B r a n c h  C h i e f

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            April 29, 2008

            Securities and Exchange Commission

            Division of Corporate Finance

            100
            F. Street, N.E.

            Washington, D.C. 20549-0305

            Attention: Mr. David Humphrey

                            RE:

                            Carnival Corporation/Carnival plc (“we” or
                            the “Company”)

                            Form 10-K for the Year Ended November 30,
                            2007

                            File No. 001-09610 and 001-15136

            Dear
            Mr. Humphrey:

            The staff of the Securities and Exchange Commission reviewed the
            Company’s Form 10-K for the year ended November 30, 2007 and transmitted their
            comments in your letter dated March 20, 2008 (the “Comment Letter”). We set
            out below our responses to the staff’s comments on behalf of the Company. For
            ease of reference, we have reproduced each of the staff’s comments and followed
            it with the Company’s response:

            Form 10-K for the year ended November 30, 2007

            Notes to consolidated financial statements

            General

                            1.

                            We note you use the U.S. dollar as your reporting
                            currency, and present all amounts in your financial statements as such.
                            However, throughout the financial statement notes, you have presented
                            disclosure of certain transactions (debt, acquisitions) in the currency
                            in which they were transacted, without consistently presenting the U.S.
                            dollar equivalent. This not only causes inconsistencies within the
                            document, but makes it difficult for the reader to compare disclosed
                            amounts to those presented in the financial statements. Although we are
                            aware that presentation of a U.S. dollar equivalent will, in some
                            cases, require an estimate, the disclosure of the U.S. dollar
                            equivalent is important for consistency and clarity within the
                            document. Please revise accordingly.

            RESPONSE: In future filings, we will adopt a format in which all
            disclosures will be in U.S. dollars and, when considered relevant, we will subsequently
            provide the foreign currency equivalent in parentheses. In addition, as discussed with
            the staff, the currency presentation of our ship commitment disclosure in Note 6 on
            page F-15 will remain unchanged. Within this note, our individual ship commitments are
            disclosed in their contracted currencies, as adjusted for the impact of foreign
            currency derivatives, and we also provide these adjusted contracted currency
            totals and their U.S. dollar equivalents, translated at the period end rate. We believe
            this format of disclosing our individual ship construction commitments provides
            investors with useful information regarding our most significant
            commitments.

            Note 2 – Summary of significant accounting
            policies

            Cash and Cash Equivalents and Short-Term Investments, page
            F-6

                            2.

                            We note from the cash flow statement that significant
                            purchases and sales of short-term investments occurred in the most
                            recent fiscal year. We assume that you classify and account for these
                            securities as available-for-sale securities and that there are no
                            significant unrealized holding gains or losses at either of the balance
                            sheet dates. If our assumptions are not correct, please explain. Please
                            also expand your related disclosures in future filings. If these
                            securities are “auction-rate” securities, further clarify
                            this fact as well.

            RESPONSE: The staff’s assumptions are correct. During the year, we
            invested in, and divested, auction-rate securities which we held as available-for-sale
            securities as part of our cash management program. At the beginning and end of the
            year, the amount we had invested in these securities was nil and $20 million,
            respectively, and we had recorded a $5 million unrealized loss in accumulated other
            comprehensive income as of the end of 2007. At November 30, 2007, our one remaining
            auction-rate security was reported within long-term “Other Assets,” as the
            auction had failed in November 2007 and we believe full recovery of this investment
            will extend beyond one year. We have the ability and intent to hold this security until
            maturity, if necessary. In future filings, we will expand our disclosure to note that
            our investments are held as available-for-sale securities and we will also disclose our
            auction rate security holding, if material.

            Revenue and expense recognition, page F-8

                            3.

                            We note your policy of recognizing revenue upon the
                            completion of voyages up to ten days, and on a pro rata basis for
                            voyages over ten days. Please explain the difference in revenue
                            recognition policies for two seemingly similar
                            transactions.

            RESPONSE: There is no difference between these two types of transactions
            other than the duration of the voyage and the corresponding difference in revenues and
            expenses incurred by longer duration cruises.

            For convenience, we have adopted a completed voyage revenue and expense
            recognition policy for short duration voyages (10 nights or less) versus the pro rata
            revenue and expense recognition method for longer duration voyages.

            Completed voyage revenue and expense recognition results in
            significantly fewer estimates. In addition, it is less burdensome. Furthermore, since
            the financial impact of accounting under the completed voyage method versus using the
            pro rata revenue and expense recognition method does not produce materially different
            results, we believe the use of the completed voyage method for shorter duration cruises
            is reasonable. However, it would be possible to have a significant distortion in
            revenue and expense recognition between quarters, if we used the completed voyage
            revenue and expense recognition method on longer voyages. Therefore, we use pro rata
            revenue and expense recognition for our longer voyages.

            Our use of two different revenue and expense recognition methods is
            somewhat analogous to the use within the construction industry of the completed
            contract revenue and expense recognition method for short duration contracts versus the
            percentage-of-completion method for long duration contracts or the methods described in
            EITF 91-9, Revenue and Expense Recognition for Freight
            Services in Process, which have been applied within the
            transportation industry.

                            4.

                            We further note your policy of recognizing air and
                            other transportation sales on a gross basis, in revenues and expenses.
                            However, you recognize excursion and concession sales on a net basis as
                            a component of revenues. Please explain the difference between these
                            two types of sales which leads to recognizing one on a gross basis and
                            the other on a net basis. Please specifically address the various
                            indicators specified under EITF 99-19 in your response.

                            RESPONSE:

                            The main features for each of these services are as
                            follows:

            Air and other transportation - This service includes air transportation,
            ground transfers between the airport and ship, baggage handling and overnight
            accommodations, when necessary. We purchase the air component of this service in three
            ways as follows: (1) by blocking the seats in advance of sales to our guests, (2)
            by

            2

            chartering part or all of the aircrafts’ seats or (3) on an
            individual seat basis as guests book their cruises. We also determine the price to
            charge our guests for this combination of services, which is packaged with the cruise
            to create a bundled vacation package.

            Shore excursions - We typically pay the shore excursion operators a
            fixed amount for each guest booked on the tour and establish the price we will offer to
            our guests. The operator is responsible for all aspects of providing the tour and
            supplies the personnel and equipment for delivering the service. The operator is
            typically liable to the guest for providing the service as an independent contractor
            and is required to maintain adequate insurance coverage to cover this risk.

            In the case of shore excursions, our cruise brochures typically identify
            that shore excursions are optional and are operated by local independent companies. For
            example, Princess Cruises’ brochure includes the following statement:

            “Shore Excursions and Land Tours. These tours are operated by
            local independent companies. In selling tickets for these optional programs, Princess
            acts only for other independent companies who provide such programs as independent
            contractors...........”

            Onboard concessions - We enter into agreements with concession operators
            who supply their own inventory and employees to operate their onboard concession. In
            return for providing the space onboard our ships and the access to our guests, we
            receive a percentage of the concessionaires’ revenues, subject to guaranteed
            minimums.

                            An analysis of our typical arrangements in terms of the
                            indicators in EITF 99-19 is as follows:

                            Air and other transportation

                            Shore excursions

                            Onboard concessions

                            As a percentage of total fiscal 2007 revenues

                            6%

                            3%

                            3%

                            Gross indicators

                            The company is the primary obligor in the
                            arrangement

                            Yes1

                            No

                            No

                            The company has general inventory risk (before customer
                            order is placed or upon customer return)

                            Yes2

                            No

                            No

                            The company has latitude in establishing
                            price

                            Yes1

                            Yes

                            No

                            The company changes the product or performs part of the
                            service

                            Yes 1

                            No

                            No

                            The company has discretion in supplier
                            selection

                            Yes

                            Yes

                            Yes

                            The company is involved in the determination of product
                            or service specifications

                            Yes1

                            Partially3

                            Partially3

                            The company has physical loss inventory risk (after
                            customer order or during shipping)

                            N/A

                            N/A

                            No

                            The company has credit risk

                            Mimimal4

                            Minimal5

                            Minimal 5

                            Net indicators

                            The supplier (not the company) is the primary obligor in
                            the arrangement

                            No1

                            Yes

                            Yes

                            The amount the company earns is fixed

                            No

                            No

                            Yes

                        The supplier (and not the company) has credit
                        risk

                            Mimimal6

                            Mimimal6

                            Mimimal6

                                  See
                                notes to table on page 4.

            3

                        1

                        We package air with our other transportation services and
                        with our cruises, thus creating a bundled vacation package for our guests
                        for which we establish the sales price(s). We coordinate and pay for
                        guests’ arrival to the ship at its next port of call, if guests
                        experience air delays or interruptions. If the air travel that is arranged
                        is unavailable or fails to materialize we, rather than the air carrier,
                        will be responsible for refunding the guest their monies that they paid us
                        for this component of the service.

                            2

                            We reserve a certain number of seats in advance of each
                            voyage when we purchase the air component by blocking seats. We commit
                            to the number of seats we will utilize within a certain number of days
                            prior to our ship departures, and we are assessed for penalties if
                            these seats are not ultimately used by our guests, and thus we have
                            inventory risk. In addition, we have cruise itineraries for which we
                            charter air, and for these arrangements we are exposed to many of the
                            inventory risks and rewards.

                            3

                            We specify minimum standards for the
                            operators.

                            4

                            We extend credit to some of our travel agents and tour
                            operators, mainly in Europe, and consequently we are exposed to their
                            credit risk.

                            5

                            Credit card pre-approval is obtained for all
                            guests’ onboard accounts, or cash deposits are obtained, which
                            mitigates 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          February 21, 2008  Micky Arison Chairman of the Board of Directors   and Chief Executive Officer Carnival Corporation 3655 N.W. 87th Avenue Miami, Florida 33178-2428
 Re: Carnival Corporation
  Commission File Number: 1-9610
Carnival plc
  Commission File Number:  1-15136   Form 10-K for the fiscal year ended November 30, 2006

Dear Mr. Arison:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.               S i n c e r e l y ,

 Max A. Webb
Assistant Director

<DOCUMENT>
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<TEXT>

                                                              January 10, 2008

Ms. Hana T. Teshome, Special Counsel
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC  20549

RE:     CARNIVAL CORPORATION
        COMMISSION FILE NUMBER:  1-9610
        CARNIVAL PLC
        COMMISSION FILE NUMBER:  1-15136
        FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006

Dear Ms. Teshome:

        We have  reviewed  the  comments of the Staff  regarding  the  Carnival
Corporation  and Carnival  plc joint Annual  Report on Form 10-K for the fiscal
year ended November 30, 2006, which are set forth in your letter dated December
17, 2007, which was received by us on December 26, 2007. The numbered responses
set  forth  below  contain  each  of the  Staff's  comments  in bold  text  and
correspond to the numbered comments contained in your December 17, 2007 letter.
Our responses are printed below each comment.

        As requested, we acknowledge that:

        o    The company is  responsible  for the  adequacy and accuracy of the
             disclosure in the filing;

        o    Staff  comments  or changes to  disclosure  in  response  to Staff
             comments do not  foreclose the  Commission  from taking any action
             with respect to the filing; and

        o    The  company  may not assert  Staff  comments  as a defense in any
             proceeding  initiated  by the  Commission  or any person under the
             federal securities laws of the United States.

SCHEDULE 14A

EXECUTIVE COMPENSATION, PAGE 36

PROCESS FOR MAKING COMPENSATION DETERMINATIONS, PAGE 47

<PAGE>
Securities and Exchange Commission
January 10, 2008
Page 2

        1.      PLEASE  REVISE  YOUR   DISCLOSURE  TO  PROVIDE  A  QUANTITATIVE
DISCUSSION  OF ALL THE  PERFORMANCE  TARGET  LEVELS TO BE ACHIEVED IN ORDER FOR
YOUR  EXECUTIVE  OFFICERS TO EARN THEIR  PERFORMANCE-RELATED  COMPENSATION.  WE
WOULD EXPECT TO SEE THE SPECIFIC COMPANY FINANCIAL GOALS, KEY OPERATING DRIVERS
AND INDIVIDUAL  PERFORMANCE  OBJECTIVES  USED TO DETERMINE  PERFORMANCE-RELATED
COMPENSATION   AND  HOW  YOUR   PERFORMANCE-RELATED   AWARDS  ARE  SPECIFICALLY
STRUCTURED  AROUND  SUCH  PERFORMANCE  GOALS.  TO THE EXTENT YOU  BELIEVE  THAT
DISCLOSURE OF THE PERFORMANCE  MEASURES IS NOT REQUIRED BECAUSE IT WOULD RESULT
IN COMPETITIVE HARM SUCH THAT IT COULD BE EXCLUDED UNDER  INSTRUCTION 4 TO ITEM
402(B) OF REGULATION  S-K,  PLEASE  PROVIDE IN YOUR RESPONSE  LETTER A DETAILED
EXPLANATION FOR YOUR  CONCLUSION AS TO COMPETITIVE  HARM. TO THE EXTENT THAT IT
IS  APPROPRIATE  TO OMIT SPECIFIC  PERFORMANCE  MEASURES FROM YOUR  DISCLOSURE,
PLEASE  PROVIDE  DISCLOSURE  PURSUANT  TO  INSTRUCTION  4  TO  ITEM  402(B)  OF
REGULATION  S-K. IN DISCUSSING HOW DIFFICULT IT WILL BE FOR AN EXECUTIVE OR HOW
LIKELY IT WILL BE FOR YOU TO ACHIEVE THE TARGET  LEVELS OR OTHER  FACTORS,  YOU
SHOULD PROVIDE AS MUCH DETAIL AS NECESSARY WITHOUT  PROVIDING  INFORMATION THAT
WOULD RESULT IN COMPETITIVE  HARM.  GENERAL  STATEMENTS  REGARDING THE LEVEL OF
DIFFICULTY,  OR EASE  ASSOCIATED  WITH  ACHIEVING  PERFORMANCE  GOALS,  ARE NOT
SUFFICIENT.  REFER  ALSO TO  QUESTION  3.04 OF THE ITEM 402 OF  REGULATION  S-K
INTERPRETATIONS AVAILABLE ON OUR WEBSITE AT WWW.SEC.GOV.

        We understand  your comment and will provide a quantitative  discussion
of any performance  target levels,  and related  metrics,  as required,  in our
upcoming proxy statement.

        2.      YOU STATE THAT YOU USE PEER GROUP INFORMATION AND RELY ON IT TO
DETERMINE  INDIVIDUAL  COMPENSATION  AMOUNTS.  PLEASE REVISE YOUR DISCLOSURE TO
SPECIFY HOW EACH ELEMENT OF  COMPENSATION  RELATES TO THE  INFORMATION YOU HAVE
ANALYZED FROM THE  COMPARATOR  COMPANIES.  DISCUSS  WHERE ACTUAL  PAYMENTS FALL
WITHIN TARGETED  PARAMETERS AND TO THE EXTENT ACTUAL COMPENSATION WAS OUTSIDE A
TARGETED  PERCENTILE RANGE, PLEASE EXPLAIN WHY. REFER TO ITEM 402(B)(2)(XIV) OF
REGULATION S-K.

        We   understand   your  comment  and  will  disclose  each  element  of
compensation  and how the peer  group  information  was used to  determine  pay
levels. We will compare any target levels against actual payouts, as required.

        If you have any comments or questions  regarding  our responses to your
December 17, 2007 letter,  please  contact me by phone at (305)  406-8608 or by
fax at (305) 406-4758. Thank you for your assistance in this matter.

                                      Very truly yours,

                                      /s/ Arnaldo Perez
                                      -------------------------
                                      Arnaldo Perez
                                      Senior Vice President and General Counsel

cc:  Micky Arison

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          December 17, 2007  Micky Arison Chairman of the Board of Directors   and Chief Executive Officer Carnival Corporation 3655 N.W. 87th Avenue Miami, Florida 33178-2428
 Re: Carnival Corporation
  Commission File Number: 1-9610
Carnival plc
  Commission File Number:  1-15136   Form 10-K for the fiscal year ended November 30, 2006

Dear Mr. Arison:
We have conducted a targeted review of the above referenced filing for the legal
issues noted below.  We ask you to revise fu ture filings in response to some of these
comments.  If you disagree with a requested change, we will consider your explanation as
to why it is unnecessary.  We also ask you to provide us with information so we may
better understand your disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional comments.
 The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days.

Schedule 14A

Executive Compensation, page 36
 Process for Making Compensation Determinations, page 47

1. Please revise your disclosure to prov ide a quantitative disc ussion of all the
performance target levels to be achieve d in order for your executive officers to

Micky Arison
Carnival Corporation
December 17, 2007 Page 2
earn their performance-related compensa tion.  We would expect to see the
specific company financial goals, ke y operating drivers and individual
performance objectives used to determine performance-related compensation and how your performance-related awards ar e specifically structured around such
performance goals.  To the extent you belie ve that disclosure of the performance
measures is not required because it woul d result in competitive harm such that it
could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please
provide in your response letter a detaile d explanation for your conclusion as to
competitive harm.  To the extent that it is appropriate to omit specific performance measures from your disclosure, please provide disclo sure pursuant to
Instruction 4 to Item 402(b) of Regulation S- K.  In discussing how difficult it will
be for an executive or how likely it will be for you to achieve the target levels or other factors, you should provide as much  detail as necessary without providing
information that would result in competi tive harm.  General statements regarding
the level of difficulty, or ease associated  with achieving performance goals, are
not sufficient.  Refer also to Questio n 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at www.sec.gov
.
 2. You state that you use p eer group information and rely on it to determine
individual compensation amounts.  Please revise your disclosure to specify how
each element of compensation relates to the information you have analyzed from
the comparator companies.  Discuss wher e actual payments fall within targeted
parameters and to the extent actual  compensation was outside a targeted
percentile range, pleas e explain why.  Refer to It em 402(b)(2)(xiv) of Regulation
S-K.

* * * * *

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Micky Arison
Carnival Corporation December 17, 2007 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Julie Bell at 202-55 1-3574 or me at 202-551-3315 with any
questions.                S i n c e r e l y ,            Hanna T. Teshome          S p e c i a l  C o u n s e l

July 5, 2006

Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
Carnival Corporation
Gerald R. Cahill, Executive Vice President and Chief Financial and Accounting Officer
3655 N.W. 87th Avenue
Miami, Florida 33178

  Re: Carnival Corporation
   Form 10-K for the Year Ended November 30, 2005
          File 001-09610

Dear Mr. Cahill:

We have completed our review of your Form 10-K and related filings and do not, at this time,
have any further comments.

Sincerely,

David R. Humphrey
Branch Chief-Accountant

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May 19, 2006

Securities and Exchange Commission
Division of Corporate Finance
100 F.  Street, N.E.
Washington, D.C. 20549-0305
Attention:  Mr. David Humphrey

RE: Carnival Corporation & plc (the "Company")
    Form 10-K for the Year Ended November 30, 2005
    File 001-09610

Dear Mr. Humphrey:

      The staff of the Securities and Exchange Commission reviewed the Company's
response letter, dated March 31, 2006, to the staff's initial comment letter
issued upon the staffs' review of the Company's Form 10-K for the year ended
November 30, 2005. The staff transmitted their comments to us in your letter
dated April 20, 2006 (the "Comment Letter"), as well as in subsequent telephone
conversations. In connection therewith, we are providing our responses to the
staff's additional comments on behalf of the Company as follows. For ease of
reference, we have copied each of your inquiries and followed each inquiry with
the Company's response.

Form 10-K For the Fiscal Year Ended November 30, 2005
Item 8-Financial Statements and Supplementary Data
Note 2-Summary of Significant Accounting Policies

Property and Equipment, page F-6

1.    We note your response to our prior comment #1. In this regard, we believe
      you should rigorously re-review capitalized dry-docking and wet-dock costs
      to determine whether they significantly improve or extend the life of the
      vessels. Your accounting policy states that you expense repair and
      maintenance costs as incurred and that only ship improvement costs that
      add value to ships are capitalized to the ships. If costs do not
      significantly improve or extend the life of the vessel, we believe that
      they should not be capitalized. For example, if you perform any repairs
      and maintenance during the repositioning voyages to and from the dry-dock
      facility or during dry-docking, those costs should be expensed in
      accordance with your accounting policy (including parts and materials used
      during these repairs.) In addition, we believe that incidental costs, such
      as the cost of the fuel during the repositioning voyages to and from the
      dry-dock facility, should be expensed as incurred as they do not provide
      any future economic benefit and, therefore, do not meet the definition of
      an asset under CON 6. Please revise your accounting policy and description
      of capitalized dry-docking and wet-dock costs accordingly.

RESPONSE: Although we have accounted for dry-dock costs, which are planned major
maintenance activities ("PMMA"), under the deferral method since 1987, we
understand that the SEC Division of Corporate Finance's staff believe that the
direct expense method is the preferable method of accounting for PMMA costs.
Accordingly, after reviewing the alternative PMMA accounting methods and their
impact on our results of operations and administrative requirements of the
different accounting methods, we have decided to

<PAGE>

change our method of accounting for dry-dock costs from the deferral method to
the direct expense method commencing with our 2006 second quarter Form 10-Q. We
have been advised by our independent registered certified public accounting firm
that they will provide us with a preferability letter as to this change in
accounting, which we will file in our 2006 second quarter Form 10-Q. In
connection with this change in accounting, we have also elected to early adopt
Statement of Financial Accounting Standards No. 154 "Accounting Changes and
Error Corrections" and, accordingly, we will be retrospectively applying this
change to the direct expense method to all prior periods presented in future
filings.

Revenue and Expense Recognition, page F-8

2.    Please review future filings to include disclosure of your accounting
      policy with respect to revenues derived from providing air transportation
      and shore excursions for your passengers. Your disclosures should also
      include a discussion of whether you account for these revenues on a gross
      or net basis in accordance with EITF 99-19.

RESPONSE: We will include disclosures in our future filings, as appropriate, as
to our accounting policy with respect to revenues derived from providing air
transportation and shore excursions, including whether they are presented on a
gross or net basis in accordance with EITF 99-19.

                 ***********************************************

      As requested in the Comment Letter, we hereby acknowledge that the Company
is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

If you have any questions regarding the Company's responses, please contact
either me at (305) 406-4808 or Larry Freedman, Vice President Finance and
Controller at (305) 406-5755.

Respectfully submitted,

/s/ Gerald R. Cahill
--------------------
Gerald R. Cahill
Executive Vice President and Chief Financial and Accounting Officer

cc:  Micky Arison

</TEXT>
</DOCUMENT>

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<TEXT>

March 31, 2006

Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549-0305
Attention:  Mr. David Humphrey

RE:   Carnival Corporation & plc (the "Company" or the "Carnival Group")
      Form 10-K for the Year Ended November 30, 2005
      File 001-09610

Dear Mr. Humphrey:

      The staff of the Securities and Exchange Commission reviewed the Company's
Form 10-K for the year ended November 30, 2005 and transmitted their comments in
your letter dated February 23, 2006 (the "Comment Letter"). In connection
therewith, we are providing our responses to the staff's comments on behalf of
the Company as follows. For ease of reference, we have copied each of your
inquiries and followed each inquiry with the Company's response.

Form 10-K for the Fiscal Year Ended November 30, 2005
Item 8-Financial Statements and Supplementary Data
Note 2-Summary of Significant Accounting Policies

Property and Equipment, page F-6

1.    Due to the materiality of dry-docking costs as well as the fact that cost
      capitalization policies appear to vary within your industry, please tell
      us and revise the critical accounting estimates section of MD&A, in future
      filings, to disclose the nature and types of costs you capitalize as part
      of your dry-docking costs.

RESPONSE: Dry-dock costs primarily represent planned major maintenance
activities where the ship is taken out of service for about two weeks or more.
Deferred dry-dock costs are typically comprised of the following:

      o     Dry-docking and wharfage services provided by the dry-dock facility.

      o     External hull cleaning and painting below the waterline, including
            blasting and coating.

      o     Below the waterline work, such as overhauling the propellers,
            shafts, stabilizers and thrusters, including replacement of seals.

      o     Cleaning and coating of holding tanks, such as the ballast and gray
            water tanks.

      o     Major planned maintenance activities for engine and propulsion
            systems, boilers, generators, refrigeration and air conditioning
            systems, heat recovery systems, electrical systems, technical piping
            systems and other equipment and systems.

      o     Outside contracted services, including travel and food costs.

      o     Freight costs incurred to transport materials and parts to the
            dry-dock facility.

                                       1
<PAGE>

      o     Crew payroll and food costs incurred during the dry-dock and the
            repositioning voyages to and from the dry-dock facility. The crew is
            primarily comprised of those officers and crew that are necessary to
            operate the ship and those involved with the work performed at the
            dry-dock. These costs are typically about $250,000 per dry-dock.

      o     Fuel costs incurred during the dry-dock and the repositioning
            voyages to and from the dry-dock facility. Fuel costs are typically
            about $150,000 per dry-dock.

      Over the last three years, we have averaged approximately $110 million in
annual dry-dock cost expenditures, or approximately 2% of our 2005 cruise
operating expenses. Based on the amount of our annual dry-dock costs, the short
period over which these costs are being amortized to expense, and the type and
amount of estimates that we have to make to determine our deferred dry-dock
costs, we do not believe that our dry-dock accounting estimates should be
categorized as a "critical accounting estimate." Dry-dock accounting assumptions
and estimates do not typically involve a high degree of uncertainty and
different management estimates are not expected to have a material impact on the
Company's results of operations and financial position. However, we do plan on
providing additional disclosures in our future annual financial statement
footnotes of the nature and types of dry-dock costs that are incurred.

Note 2 - Debt, page F-13

      2.    With respect to the Zero-Coupon Notes, you disclose that noteholders
            have the right to require you to reimburse them on October 24, 2006
            at their accreted values. In this regard, it is unclear whether you
            would account for the cumulative accretion of original issue
            discount at the date of repurchase in your statement of cash flows
            as an operating activity pursuant to paragraph 23(d) of SFAS 95.
            Please advise us supplementary.

RESPONSE: If we elect to pay the noteholders in cash, we would account for the
cumulative accretion of original issue discount as an operating activity in our
statement of cash flow pursuant to paragraph 23(d) of SFAS No. 95.

Management's Discussion and Analysis
Outlook for Fiscal 2006, page F-32

      3.    Supplementally provide us with additional information regarding the
            circumstances surrounding your decision to increase the period of
            amortization for your deferred dry-dock costs. In your response,
            include a timeline with respect to the regulatory changes and
            technological enhancements you disclosed on page F-32. Also, include
            a discussion of how you determined that your change in amortization
            period constitutes a change in estimate and not the correction of an
            error. See SFAS 154 for guidance.

RESPONSE: As more fully discussed below, the period of benefit that we receive
from our dry-dock work is lengthening as we have been able to extend the period
between dry-docks within the parameters of existing regulations. This is based
primarily on changes over time in the regulatory environment and the continuing
improvement and technological enhancements to our ships. Accordingly, we believe
that it was appropriate to extend our estimated period of benefit for dry-dock
amortization from generally over one or two years to the estimated period
between the end of the dry-dock/wet-dock and the estimated date of the next
dry-dock/wet-dock, which is typically two to three years,

                                       2
<PAGE>

commencing December 1, 2005. We believe we will obtain a better matching of
costs with the period of benefit as a result of this change. We believe this is
a change in the estimated useful life of the dry-dock benefit, which in
accordance with SFAS No. 154 "Accounting Changes and Error Corrections" should
be recognized on a prospective basis. As noted in SFAS No. 154, changes of this
type often are related to the continuing process of obtaining additional
information and revising estimates and, therefore, are considered changes in
estimates for purposes of this opinion.

      Below we have summarized the relevant background information and other
facts that were considered by management in reaching their conclusion to change
the estimated dry-dock amortization period to the period referred to above.

      o     Our ships' "flag" states (i.e.: Bahamas, Italy, Netherlands, Panama,
            and UK) regulations, as enforced by the relevant classification
            societies, such as RINA and Lloyds, effectively set the time limits
            for the performance of dry-docks, which ensure various shipboard
            inspections are carried out at prescribed intervals, and corrective
            work is performed. Our various brands' ships are flagged in
            different countries, and thus are effectively subject to different
            regulatory time periods for dry-docks. In addition, since we operate
            our brands decentrally, the operating managements have chosen
            different time frames between dry-docks, as permitted within the
            various regulations.

      o     For your information, a wet-dock is generally defined as a
            multiple-day out of service period (five days or more), where a
            significant amount of major overhaul work is performed vs. a
            dry-dock, which also involves a significant amount of major overhaul
            work, but is normally a slightly longer period than a wet-dock, and
            the ship is taken out of the water.

      o     The Carnival Group has grown through acquisitions of other cruise
            lines over the years. Up through the late 1990's, Carnival Cruise
            Lines ("CCL") and Holland America Line ("HAL") constituted the vast
            majority of the Carnival Group. In 2000, we acquired the remaining
            50% of Costa Cruises ("Costa"), which we did not already own.
            Costa's ships are flagged under the Italian flag. One of the major
            reasons we had decided to amortize our deferred dry-dock costs over
            a one-year period for CCL and HAL was because CCL was utilizing a
            one year dry-dock, next year wet-dock cycle. HAL also had this
            dry-dock/wet-dock ("DD/WD") pattern. CCL stopped this alternating
            DD/WD cycle (last wet-dock CCL had was in late January 2001), while
            HAL stopped doing this wet-dock/dry-dock in alternate years at
            different times depending on the ship (i.e.: Statendam - 5/04,
            Maasdam - 1/05, Rotterdam - 12/05). Costa was on a two year dry-dock
            schedule when it was acquired and deferred costs were amortized over
            two years. Hence our policy was to amortize such costs generally
            over a one to two year period.

      o     In 2003 Carnival Corporation entered into a dual listed company
            transaction with P&O Princess (later renamed Carnival plc), which
            added a number of

                                       3
<PAGE>

            new cruise brands to the Carnival Group, and also added new flag
            states' rules, which applied to some of the P&O Princess brands. In
            late 2003, new UK rules were tentatively enacted that stated that if
            a cruise ship was less than 15 years of age, it only had to go into
            dry-dock once every five years. Of our 80 ships currently in
            operation, 62 ships are less than 15 years old and 18 ships, which
            only represent 14% of our passenger capacity, are over 15 years of
            age. These new UK rules are currently being tested on a case-by-case
            trial basis. The final decision on whether these new, once every
            five year dry-dock, rules will continue in effect will not be made
            by the UK for another two years. The reason that the UK is waiting
            to make its final decision is that no ships have completed the five
            year cycle. In between this five year period, an underwater
            inspection is required. In addition, to extend to a five year
            dry-dock cycle certain relatively minor modifications have to be
            made to some of the ships' underwater equipment. The UK rules
            currently apply to Cunard Line, P&O Cruises, Ocean Village, two P&O
            Cruises Australia ships and Princess Cruises. Late in 2004, the
            Bahamas brought its requirements basically in line with the UK's, as
            noted above. It should be noted that even though a ship may only be
            taken out of the water once every five years, it is our policy to
            consider the wet-dock the same as a dry-dock and, therefore, the
            period of benefit will be less than five years, as a wet-dock is
            typically performed at two and a half to three years, of the five
            year cycle. The costs of the actual dry-dock services (i.e.: costs
            to take the ship out of the water) will be amortized over the period
            between dockings, either wet or dry.

      o     There is another set of rules for ships 15 years and older, or for
            ships regardless of age regulated by flag states who have not
            adopted the new five year rules noted above. Most of these ships'
            flag states have adopted rules prior to 1998 that allow a dry-dock
            to be performed twice in every five year period, however, no more
            than thirty-six months apart. This rule is allowed if underwater
            inspections are used instead of a dry-dock inspection to meet the
            International Convention for Safety of Life at Sea passenger vessel
            requirement for an annual bottom survey. This option is
            discretionary on the part of the flag state, and will only be
            approved if certain conditions are met to the satisfaction of the
            classification society. Panama requires that after a ship is over 15
            years old, a dry-dock has to be performed every two years.

      o     Recently, with the changing rules noted above, our major brands have
            initiated efforts to extend the period between dry-docks. During the
            2005 fourth quarter, CCL approached the Bahamas and Panama, its two
            flag states, and obtained permission to extend the period of
            dry-docks to once every three years, irrespective to the age of the
            ship, including new ships.

      o     Enhancements have been made to our ships, which have allowed for the
            lengthening of time between dry-docks. These enhancements have not
            occurred all at one time, but are the result of continuing efforts
            to improve these products' performance. The two most important
            enhancements

                                       4
<PAGE>

            impacting our dry-docking have been improvements made to
            anti-fouling bottom paints, which over time have become more and
            more resistant to vegetation growth on our ships' hulls, and
            improved seals between oil to sea interfaces, which has enabled us
            to lengthen dry-dock periods, without the attendant environmental
            risks that existed in the past.

      For comparative purposes, if we had been using a period of amortization of
between dry-docks/wet-docks, generally two to three years, our 2003, 2004 and
2005 net income would have increased by approximately $3.9 million, $7.2 million
and $26.3 million or 0.3%, 0.4% and 1.2%, respectively.

Table of Contractual Obligations, page F-42

      4.    Please expand your disclosure regarding interest payments on
            variable rate debt, either in the table or the accompanying
            footnotes. See Section IV.A (and related footnote 46) of FR-72 for
            guidance.

RESPONSE: We have expanded our disclosure to include interest payments on our
variable rate debt in our contractual cash obligation disclosure included in our
Form 10-Q for the first quarter of 2006. As of November 30, 2005, we had
contractual cash interest payments on our variable-rate debt, including the
impact of interest rate swaps, using the forward interest rate curve for the
terms of the loans as follows (in millions): $86, $73, $37, $29, $21 and $37 in
fiscal 2006 through 2010 and thereafter, respectively.

      5.    Since you have included amounts related to your Zero-Coupon Notes,
            2% Notes, and 1.75% Notes based on the date of the noteholders' next
            put option, consider the need to add disclosure of the potential
            timing and amounts due pursuant to these obligations under different
            circumstances, such as subsequent put option dates.

RESPONSE: We will provide additional disclosure in the footnotes to the "Table
of Contractual Cash Obligations" in our future Form 10-Ks, which will describe
some of the changes to our contractual cash obligations that would result under
different circumstances, such as no cash payment being required if we elect to
satisfy these

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								February 23, 2006

Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
Carnival Corporation
Gerald R. Cahill, Executive Vice President and Chief Financial and
Accounting Officer
3655 N.W. 87th Avenue
Miami, Florida 33178

		Re:	Carnival Corporation
			Form 10-K for the Year Ended November 30, 2005
       			File 001-09610

Dear Mr. Cahill:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, Management`s Discussion and Analysis,
and Selected Financial Data, the staff has the following comments
on
the above-referenced documents.  Where indicated, we think you
should
revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K For the Fiscal Year Ended November 30, 2005

Item 8- Financial Statements and Supplementary Data

Note 2- Summary of Significant Accounting Policies

Property and Equipment, page F-6

1. Due to the materiality of dry-docking costs as well as the fact
that cost capitalization policies appear to vary within your
industry,  please tell us and revise the critical accounting
estimates section of  MD&A, in future filings, to disclose the
nature
and types of costs you capitalize as part of your dry-docking
costs.

Note 6 - Debt, page F-13

2. With respect to the Zero-Coupon Notes, you disclose that
noteholders have the right to require you to reimburse them on
October 24, 2006 at their accreted values.  In this regard, it is
unclear whether you would account for the cumulative accretion of
original issue discount at the date of repurchase in your
statement
of cash flows as an operating activity pursuant to paragraph 23(d)
of
SFAS 95.  Please advise us supplementally.

Management`s Discussion and Analysis

Outlook for Fiscal 2006, page F-32

3. Supplementally provide us with additional information regarding
the circumstances surrounding your decision to increase the period
of
amortization for your deferred dry-dock costs.  In your response,
include a timeline with respect to the regulatory changes and
technological enhancements you disclosed on page F-32.  Also,
include
a discussion of how you determined that your change in
amortization
period constitutes a change in estimate and not the correction of
an
error.  See SFAS 154 for guidance.

Table of Contractual Obligations, page F-42

4. Please expand your disclosure regarding interest payments on
variable rate debt, either in the table of the accompanying
footnotes.  See Section IV.A (and related footnote 46) of FR-72
for
guidance.

5. Since you have included amounts related to your Zero-Coupon
Notes,
2% Notes, and 1.75% Notes based on the date of the noteholders`
next
put option, consider the need to add disclosure of the potential
timing and amounts due pursuant to these obligations under
different
circumstances, such as subsequent put option dates.

Market Price for Common Stock and Ordinary Shares, page F-46

6. As disclosed in Note 3 to your financial statements, we note
the
current equalization ratio is 1 to 1, thereby ensuring equal
dividends and distributions.  In light of this equality, however,
it
is unclear why the common stock of Carnival Corporation and the
ADSs
of Carnival plc trade at different prices.  Please explain
supplementally, and consider the need for additional disclosure in
future filings.

	As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a cover letter that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Juan Migone at (202) 551-3312 or the
undersigned at (202) 551-3211 if you have questions regarding
comments on the financial statements and related matters.

      Sincerely,

      David R. Humphrey
      Branch Chief-Accountant
??

??

??

??

Gerald R. Cahill, Executive Vice President and Chief Financial and
Accounting Officer
Carnival Corporation
February 23, 2006
Page 4

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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 28, 2005

Via Facsimile (212) 492-0052 and U.S. Mail

John C. Kennedy
Lawrence G. Wee
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

RE:	Carnival Corporation
      Schedule TO-I filed March 18, 2005
	Schedule TO-I/A filed March 18, 2005
	SEC File No. 5-39580

Dear Messrs. Kennedy and Wee:

The staff in the Office of Mergers and Acquisitions in the
Division of Corporation Finance has reviewed the filings listed
above. Our comments follow. All defined terms in this letter have
the same meaning as in your offer materials.

Schedule TO-I

Rights of Withdrawal, page 8

1. Disclose that tendering security holders may withdraw tendered
notes if not yet accepted for payment by the fortieth business day
from the date this offer commenced. See Rule 13e-4(f)(2)(ii).

Additional Information, page 12

2. Schedule TO does not permit "forward" incorporation by reference
of reports filed with the Commission subsequent to the date of the
Company Notice. To the extent that any such reports are filed that
you wish to incorporate by reference into the offer materials, you
must amend the Schedule TO to specifically list and incorporate
each relevant report. Please revise the language to the contrary in
the third bullet point on page 12.

Closing Comments

Please revise your filings in response to these comments.  You may
wish to provide us with marked copies of the amendment(s), if
required, to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review.  Please file your response
letter on EDGAR.

Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.  We
believe that given the nature of these comments, it may be
appropriate to disseminate revised materials to shareholders. Please
ensure that the Offer remains open for an adequate period of time
after dissemination of amended materials, such that shareholders have
a meaningful opportunity to consider it.

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating to the
disclosure documents, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the Company acknowledging that:

* The Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you have questions or concerns, please do not hesitate to
contact me at (202) 942-1773.

							Very truly yours,

							Christina Chalk
							Special Counsel
							Office of Mergers &
							Acquisitions

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</DOCUMENT>